8-K

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                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

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                               Form 8-K
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                            CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

  Date of Report (Date of earliest event reported): March 22, 2005

                        GIANT INDUSTRIES, INC.
      (Exact name of registrant as specified in its charter)


         Delaware                 1-10398             86-0642718
(State of jurisdiction of    (Commission File)      (IRS Employer
      incorporation)              Number)         Identification No.


     23733 North Scottsdale Road
          Scottsdale, Arizona                         85255
(Address of principal executive offices)            (Zip Code)


           Registrant's telephone number, including area code
                            (480) 585-8888

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

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ITEM 7.01.  REGULATION FD DISCLOSURE

    On March 22, 2005, Giant Industries, Inc. ("Giant") issued a press
release announcing a public offering of its common stock. A copy of the press
release is attached hereto as Exhibit 99 and is incorporated herein by
reference.




                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                        By: /s/ MARK B. COX
                           -------------------------------------------
                           Mark B. Cox
                           Executive Vice President and Chief
                           Financial Officer (Principal Financial Officer)
Date: March 22, 2005




                       INDEX TO EXHIBITS


Exhibit
Number        Description
- -------       -----------------------------------------
  99          Press Release, dated as of March 22, 2005

EX-99

                                                             EXHIBIT 99
GIANT INDUSTRIES, INC.
NEWS RELEASE

Contact:  Mark B. Cox
          Executive Vice President, Treasurer, & Chief Financial Officer
          Giant Industries, Inc.
          (480) 585-8888

FOR IMMEDIATE RELEASE

March 22, 2005


      GIANT INDUSTRIES, INC. ANNOUNCES SALE OF 1,000,000 SHARES OF
                            ITS COMMON STOCK

Scottsdale, AZ - March 22, 2005 - Giant Industries, Inc. (NYSE: GI) today
announced that it has agreed to sell 1,000,000 shares of its common stock
to Banc of America Securities LLC, subject to customary closing
conditions. All shares are being offered by the Company. Banc of America
Securities LLC will act as sole underwriter for the offering. The Company
intends to use the net proceeds from this offering to redeem a portion of
its 11% senior subordinated notes due 2012 through the exercise of the
"equity clawback" provisions of the indenture governing the notes.

The shares of common stock will be issued pursuant to an effective shelf
registration statement that was previously filed with the Securities and
Exchange Commission. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale
of these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.

Copies of the prospectus supplement relating to these securities may be
obtained, when available, from Banc of America Securities LLC, Attn:
Prospectus Department, 100 West 33rd Street, New York, New York 10001,
Tel (646) 733-4166 or via e-mail at
dl-prospectusdistribution@bofasecurities.com.

Company Information and Forward Looking Statements

Giant, headquartered in Scottsdale, Arizona, is a refiner and marketer of
petroleum products. Giant owns and operates one Virginia and two New
Mexico crude oil refineries, a crude oil gathering pipeline system based
in Farmington, New Mexico, which services the New Mexico refineries,
finished products distribution terminals in Albuquerque, New Mexico and
Flagstaff, Arizona, a fleet of crude oil and finished product truck
transports, and a chain of retail service station/convenience stores in
New Mexico, Colorado, and Arizona. Giant is also the parent company of
Phoenix Fuel Co., Inc., an Arizona wholesale petroleum products
distributor.

This press release contains forward-looking statements that involve known
and unknown risks and uncertainties. Forward-looking statements are
identified by words or phrases such as "believes," "expects,"
"anticipates," "estimates," "should," "could," "plans," "intends," "may,"
"project," "predict," "will," variations of such words and phrases, and
other similar expressions. Although we believe the assumptions upon which
these forward-looking statements are based are reasonable, any of these
assumptions could prove to be inaccurate, and the forward-looking
statements based on these assumptions could be incorrect. While these
forward-looking statements are made in good faith, and reflect the
Company's current judgment regarding such matters, actual results could
vary materially from the forward-looking statements. Important factors
that could cause actual results to differ from forward-looking statements
include, but are not limited to: our success in completing the offering
of common stock; our success in completing the redemption of the existing
notes; and other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission. All subsequent
written and oral forward-looking statements attributable to the Company,
or persons acting on behalf of the Company, are expressly qualified in
their entirety by the foregoing. Forward-looking statements made by the
Company represent its judgment on the dates such statements are made. The
Company assumes no obligation to update any forward-looking statements to
reflect new or changed events or circumstances.